Terms of Service for Hirers

We are TeachX Limited t/a TeacherHQ ("TeacherHQ", “we” or “us” and that includes any of our group companies from time to time, who we act as trustee for in respect of the Terms). The following Terms of Service and any documents or additional terms on our App about payment arrangements or payment facilities referred to below (all such terms and documents together referred to as the "Terms") govern the legal relationship between you and TeacherHQ in relation to your use of our web application (accessible at the URL www.teacherhq.co.uk) (the “Web App”) and our mobile app “TeacherHQ” currently or soon to be accessible from Apple iOS and Google Android (the "Mobile App") (the Web App and Mobile App together being the “App” and all as further defined below) and any updates to those. Please note that the relevant Platform’s terms and conditions also apply to your use of the App (the “Platform Terms”). If there is any conflict between these Terms and the Platform Terms, the Platform Terms shall prevail. Our App allows Hirers (defined below) to find appropriate Candidates (defined below) for employment opportunities in the education industry. We will not to our knowledge provide any Candidates under the age of 18 or who do not have the right to work in the UK, although we can give no guarantee about the information Candidates provide to us (save to the extent otherwise stated below) and ultimately you must perform suitable background checks yourself (save to the extent otherwise stated below).

Acceptance of these Terms

By clicking on the “I accept” button below, you are deemed to have read and accepted these Terms prior to using either the Mobile App or the Web App as a registered user.

By clicking on the “I accept” button below if you are downloading the Mobile App you represent and warrant to us that: (i) your access and use of the Mobile App will be in accordance with these Terms and with all applicable laws, rules and regulations of the United Kingdom and any other relevant jurisdictions; (ii) you are not located in a country that is subject to a US Government embargo or has been designated by the US Government as a ‘terrorist supporting’ country; and (iii) you are not listed on any US Government list of prohibited or restricted parties; (iv) the information you provide to us is true and accurate and you will update such information when necessary; and (v) you are legally entitled to own the device you are using to access and use the Mobile App and you legally own or control your account.

You acknowledge and agree that these Terms of Service apply from the date on which you click “I accept” below and that the other relevant documents mentioned at clause 4 below apply from the date you first visited our website or downloaded the Mobile App. Further you acknowledge and agree that the Terms apply to your use of our Web App and/or the Mobile App and that the Terms form a legally binding contract between you and TeacherHQ.

If you disagree with these Terms you must not click “I accept” below. You acknowledge and agree that Your Representative has the authority to enter into and to bind you to the Terms and your continued use of our Web App and/or the Mobile App is confirmation of that.

In order to use the Services (defined below) you must register as a hirer and accept these Terms.

We reserve the right to decline or cancel your registration at any time for any reason subject to clause 6 below.

2. Definitions

App: TeacherHQ’s software platform and application, which can be accessed from both the URL www.teacherhq.co.uk) (the “Web App”) and also, either currently or soon, Apple iOS and Google Android (the “Mobile App”), which enables hirers to find appropriate candidates for employment opportunities in the education industry and consisting of the domain name ‘www.teacherhq.co.uk’ (and all other domain names from which the Web App can be accessed); the Features; the Filtering System; the content offered from and generated by the App (including all text, information, data, software, executable code, images, audio or video material in whatever medium or form); the App’s look and feel, graphic user interface and functionality; and, the software (including any relevant algorithm) (in object code and source code format) that powers both the Web App and the Mobile App and that is used to provide the content on it (including any error corrections, updates, upgrades, modifications and enhancements to it made by us).

AWR: The Agency Worker Regulations 2010 (as amended).

Booking Form: a form generated on our App when an Engagement has been confirmed in order to highlight key terms of the Engagement. The content of a Booking Form may vary for each Engagement.

Candidate: a work seeker introduced to you through our Web App and/or Mobile App.

Candidate Service Company: any employment business through which a Candidate performs work for a Hirer in respect of a Supply Vacancy and with which the Hirer contracts and makes payment to in respect of such work.

Commencement Date: the date a Candidate first starts work at a Hirer to fill a Vacancy.

Commission Payment: £30 Daily or such other rate that we may set from time to time in our sole and absolute discretion.

Daily Rate: in respect of any day that a Candidate is Engaged, the gross daily rate as agreed between the Hirer and the Candidate Service Company for such work. The sum of all such amounts due to the Candidate Service Company for all days that the Candidate is Engaged is known as the Aggregated Daily Rate.

DBS: The Disclosure and Barring Service and its successors.

Engagement: a Candidate performing work for a Hirer in respect of a Supply Vacancy under the terms agreed with the relevant Candidate Service Company, and Engaged shall be construed accordingly.

Features: the App features in operation from time to time that enable you to contact Candidates and to arrange interviews with Candidates and to better enable our performance of the Services. Such features may include messaging applications and any others we may put in place from time to time. We reserve our right to amend, withdraw and add to our Features from time to time at our discretion.

Filtering System: a selection of questions and answers set by us from time to time, which you complete when posting Vacancies.

Hirer: a person or organisation who uses our Web App and/or the Mobile App for the purposes of being introduced to Candidates.

Intellectual Property:, rights to inventions; copyright and related rights; trade marks, trade names, domain names, rights in get-up, rights to use and exploit, goodwill and the right to sue for passing off; unfair competition rights; rights in designs; all rights whatsoever in computer programs, firmware, ‘apps’ and other computer software and data; database rights; and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for and to be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Introduction: when a Candidate is introduced for the first time to a Hirer through our Web App and/or the Mobile App for the purposes of a filling a particular Vacancy.

Platform: any mobile app purchasing platform from which you download the Mobile App include Apple iOS and Google Android.

Reviews: a review provided by either a Candidate or a Hirer about the other in respect of a completed Engagement. The information to be included in a Review will be prompted by TeacherHQ from time to time at its discretion.

Success Fee: 10.0% of the gross annual basic salary which is agreed between the Hirer and Candidate for the Candidate to fill a Permanent Vacancy or such other rate that we may set from time to time in our sole and absolute discretion and which becomes payable on the Commencement Date under the provisions of the Terms.

Vacancy: a job or position, whether permanent (“Permanent Vacancy”) or supply/contract (including maternity cover) (“Supply Vacancy”), in the education industry which you are seeking to fill and which you post on our Web App and/or the Mobile App or otherwise use our Web App and/or the Mobile App to find potential Candidates for such vacancies.

Your Representative: the person who creates and maintains a profile for your company or organisation on our Web App and/or the Mobile App.

3. Interpretation

The headings in these Terms are inserted for convenience only and shall not affect their construction.

A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.

Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

4. Other relevant documents

The terms set out in our privacy policy, cookie policy, acceptable use policy and terms of use form part of the Terms.

However, if any of the provisions of those policies conflict with any provisions of these Terms of Service, the terms herein shall prevail.

5. Services

We provide a mobile and/or web application to help you match Candidates to your Vacancies and we provide any other services described in our Web App and/or the Mobile App for Hirers from time to time (the “Services”). We do not have a contractual relationship with the Candidates for work purposes, as is set out in clauses 5(b) and (c) below, and so we act as an employment agency only in respect of both Permanent Vacancies and Supply Vacancies, to the extent that the Services are or continue to be relevant to the Regulations.

Permanent Vacancies. It is our understanding that you will engage directly any successful Candidate for a Permanent Vacancy whether as an employee or on whatever other basis you and the Candidate might agree. We will not be a party to the contractual relationship between you and such successful Candidates for the work to be performed and we do not engage such Candidates as our employees, workers or contractors. Our App does not provide a job board Feature to post Permanent Vacancies. Instead, Hirers can browse the profiles of registered Candidates and can approach such Candidates through the App in accordance with the Terms and using the Features available to make contact and arrange interviews (more information is available on our App about this process). Hirers must therefore ensure that (i) they provide (either through the App or otherwise) to Candidates the information mentioned at clause 5(f) at the same time as proposing a role to such Candidates and (ii) they satisfy any relevant law, rules or regulations in respect of advertising for their particular vacancies (TeacherHQ accepts no responsibility or liability whatsoever in respect of such obligations of the Hirer). Payment terms for filling Permanent Vacancies through or because of our App are set out at clause 6 below.

Supply Vacancies. In respect of Supply Vacancies, we understand that you do not want to engage successful Candidates directly as your employees or workers and therefore Candidates who wish to use our App must be employed or engaged by a Candidate Service Company. Separate to these Terms, such Candidate Service Companies will provide to you (usually through a Feature of our App to make the process more efficient) its relevant terms and conditions which you must accept or negotiate as the case may be with the Candidate Service Company. The Candidate Service Company may at its discretion refuse to instruct the relevant Candidate to perform the work you have requested if its terms and conditions are not accepted. To confirm, we are not a party to that contractual relationship between you and any Candidate Service Company and we do not engage any Candidate as an employee, worker or contractor and we cannot instruct any Candidate to do any work or any Candidate Service Company to authorise the Candidate to do such work. Save for generating a Booking Form on our App, any and all relevant administrative and legal matters between you and the successful Candidate, such as, without limitation, ensuring completion of time sheets, assessing and complying with any relevant obligations under the AWR and the Regulations and paying the Candidate for work done, are a matter solely between you and the Candidate Service Company (or the Candidate as the case may be). We have no obligations in respect of such matters; we merely provide a matching, introduction and checking (as per clause 5(j) below) service.

We will notify you if our status as an employment agency only changes. If you require work beyond the scope of the Services, we are happy to consider any proposal and may, at our discretion, agree to enter into separate terms with you about such work.

Our matching application referred to above is powered by an algorithm which uses the information provided by:

you and/or Your Representative when you create and maintain a Hirer profile, use the Filtering System and post a Vacancy or otherwise provide relevant information to us; and

information provided to us by the Candidates.

In order to use the Services, you are required to provide all of the requested information when you and/or Your Representative carry out the activities mentioned at clause 5(e)(i) above and such information is set out more fully in the Web App and the Mobile App. We reserve the right to request and you and/or Your Representative shall provide further relevant and lawful information from you and/or Your representative in order to improve or amend any part of the performance of the Services as we see fit and/or so that we can satisfy any relevant legal obligations. To confirm, in order to satisfy our obligations under the Regulations, the information that we will require from you in respect of a Vacancy is (and such information is to be provided at the same time any such Vacancy is proposed to a Candidate and such information can be provided direct to the relevant Candidate through our App or otherwise)):

your company name, trading name and the nature of your business;

the notice period that the successful Candidate must give and receive for the Vacancy to be terminated.

the minimum rate of pay and any other benefits to be offered and the intervals of payment; and

any expenses payable by or to the successful Candidate;

the experience, training and qualifications and any authorisation which you consider are necessary, or which are required by law, or by any professional body which the Candidates must possess in order to do the work;

any relevant health and safety risks and what steps you have taken to prevent or control such risks;

the location at which the successful Candidate will work and the hours of work expected of them;

the position and type of work the successful Candidate will be required to do;

the intended start date and intended duration of the work;

You must ensure that any information you and/or Your Representative provide to us is complete and accurate and you will keep us updated on any changes to such information. Such information which you provide to us and information which you post on our Web App or Mobile App must be lawful including, without limitation, complying with any relevant provisions under the Equality Act and/or the Regulations.

Candidates will provide a general confirmation that they agree to you contacting them about any Vacancies and that if they agree to fill a Vacancy, they are willing to do the work required. Therefore, you may use any of the Features in accordance with the Terms at any time after registering to look for and contact Candidates. Should any of the Features on the App include our use of a “push notification” you and/or Your Representative will receive a notification in the App to provide your/their consent. You and/or Your Representative are free to decline your consent and if you and/or Your Representative give consent and change your mind later, you and/or Your Representative should be able to disable such application at any time using the relevant privacy settings on your/their device. Once you cancel a Vacancy on our Web App or the Mobile App, you may not be able to use any of the Features in connection with such Vacancy and you hereby agree that we are not responsible in such case if you are then unable to communicate with relevant Candidates.

In respect of Candidates applying for Permanent Vacancies, we ask them to upload to our App a copy of their current curriculum vitae and we may ask them to confirm other relevant personal information about their work experience and desired roles to help facilitate more suitable matches for your Vacancies. Where such information and documentation is provided to us, we will provide copies to you. We do not however give any guarantee and warranty about the integrity or accuracy of the information that such Candidates provide to us and in any event we accept no responsibility or liability should any matched Candidates be unsuitable for a Permanent Vacancy. You are responsible for carrying out any appropriate background and right to work checks on Candidates for Permanent Vacancies and conducting an appropriate and lawful recruitment process before you hire them.

In respect of Candidates applying for Supply Vacancies, we ask them to upload to our App copies of their current

curriculum vitae, valid ID documentation (such as their passport), a valid and appropriate DBS certificate, two references from persons who are not their relatives and copies of any relevant qualifications. We also ask such Candidates to confirm other relevant personal information about their work experience and desired roles to help facilitate more suitable matches for your Vacancies. We will undertake to verify to the extent that is reasonably practicable the accuracy of such information and documentation and in particular we will check the DBS certificates provided with the DBS. However, we accept no liability whatsoever where we have complied with that obligation but such information or documentation is found to be misleading or inaccurate.

Where it is confirmed to us that a Candidate has been successful in applying for a Vacancy and we then receive or obtain information within 3 months of the Introduction which indicates that he/she is or may not be suitable for that Vacancy, we will inform you of that without delay to satisfy our obligations under the Regulations. We accept no responsibility for any loss that you may suffer should we have to comply with such part of the Regulations, save for any refund provided under the terms of clause 6 below.

If any Vacancy means that a Candidate would be provided with accommodation or provided with help with travel costs (such as travel cards, travel expenses or loans), as set out more fully in regulation 24 of the Regulations, then (i) you are responsible for providing any such lawful accommodation and/or travel costs assistance and (ii) you must notify to us the fact that you are to provide such accommodation and/or travel costs assistance so that we can satisfy our legal obligations by providing to the Candidate the required information under the Regulations.

If you are an employment agency or an employment business (as defined in the Regulations) you must notify this fact in your profile on our Web App and/or the Mobile App. We may then decline or cancel your registration at our discretion. However, if we exercise our discretion to permit your registration then you agree that before you post any Vacancies you will do all relevant things and provide all relevant information and documents as requested by us so that we can satisfy our obligations under the Regulations.

As part of the effective provision of the Services and quality control purposes, you agree to provide Reviews and consent that Candidates will provide Reviews about you to us. You must not knowingly provide false, inaccurate or misleading information in respect of Reviews. Reviews that you make about Candidates will be visible to you, TeacherHQ, the relevant Candidate and other Hirers seeking to fill Supply Vacancies. Reviews about you will only be visible to the relevant Candidate, you and TeacherHQ and will be used by us to determine whether you are an appropriate user of the App. If we determine at our sole discretion that you are not an appropriate user we reserve the right to cancel your registration and remove you from our Web App and the Mobile App, subject to clause 6 below.

You will provide to us any other information that we require to satisfy our obligations under the Regulations including, without limitation, those in respect of record keeping. That means that we will require and you will provide details of successful applications for Vacancies by Candidates and details of the resulting engagement and the date from which it takes effect. TeacherHQ may provide Features to capture such information from time to time or collect and confirm it outside of the App through telephone calls, in person or by electronic email or otherwise. In any event, you must confirm to us in writing by email at the contact details below: (i) within 7 days of making an offer to a Candidate of that fact and details of the remuneration package which is offered and (ii) within 7 days of the Commencement Date, that the Candidate has commenced work for you and the relevant remuneration package.

Where our services or products, whether provided through our App or otherwise, are the effective cause for you or any of your associated or connected schools, institutions, organisations or companies engaging a Candidate for: (i) a permanent role, the Success Fee is payable by you to us in the normal way under the Terms whether we are notified of such engagement or not and (ii) for a supply role where the Candidate is engaged through a candidate service company with which we have no relevant contact, you will owe to us a Commission Payment directly and that will be due from the date any such engagement commences.

6. Price and payment

Permanent Vacancies. For any Permanent Vacancy you fill through or in connection with our App, you agree to pay to us the Success Fee. We will invoice you monthly in arrears for any amounts due to us from you and you shall pay each invoice in full within 30 days in cleared funds and in accordance with any payment instructions contained on such invoices. You shall pay all amounts due to us under the Terms in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law).

If you fail to make any or any part of payment due to us under the Terms and any other payment arrangements we have agreed with you by the due date for payment, then, without limiting our remedy to terminate your registration and the Services immediately, you shall pay interest on the overdue amount at the rate of 4% per annum above Bank of England’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. You shall pay the interest together with the overdue amount.

We reserve the right to increase our fees or change the payment structure at our discretion at any time subject to the completion of any ongoing subscriptions or engagements of Candidates by you for Supply Vacancies at the current rates. The new rates will apply after such completion under these Terms if we continue to provide Services to you.

Subject to clause 6e and 6f, we offer a full school term (13 week) guarantee in relation to Candidates in respect of Permanent Vacancies only and on the following basis. If a Candidate resigns or his or her engagement is terminated and the Success Fee has been paid to us, we will, within 30 days of written request by you, pay back a percentage of the net amount Success Fee received by us on the following terms: (i) if the engagement is terminated within the first 6 weeks of commencement of the engagement, 100% of the net amount Success Fee will be refunded or (ii) if the engagement is terminated within 7-10 weeks of commencement, 50% of the net amount Success Fee will be refunded and (iii) if the engagement is terminated within 11-13 weeks of commencement, 25% of the net amount Success Fee will be refunded. There will be no rebate where the engagement is terminated after the 13th week.

The guarantee set out in clause 6d shall not apply where: (i) you fail to notify us that the Candidate’s engagement has ended within 7 days of the end of the engagement or notice being given to end the engagement (whichever is earlier); or (ii) our invoice for the Success Fee has not been paid by you in accordance with these Terms; or (iii) the Candidate’s engagement is terminated as a consequence of redundancy or re-organisation or change in strategy of your business; or (iv) the Candidate terminates the engagement because he or she reasonably believed that the nature of the actual work undertaken by them or expected of them by you was substantially different from the role specification provided by you prior to the Candidate’s acceptance of the engagement; or (v) the Candidate was employed or engaged (directly or indirectly) by you in the 12 month period prior to the start of the latest engagement; or (vi) the Candidate leaves the role or is dismissed as a result of discrimination or other similar acts or harassment against the Candidate; or (vii) the Candidate is dismissed or resigns for reasons that would amount to unfair dismissal if they had the requisite period of service; or (viii) if the Candidate leaves for any reason; or (ix) the Candidate dies or their engagement is terminated as a result of incapacity.

In the event that you subsequently reengage the original Candidate within a period of 12 months after repayment is made by us, the Success Fee will be immediately payable in accordance with these Terms taking into account the remuneration payable at the time of such reengagement.

Supply Vacancies. You agree to pay to any relevant Candidate Service Company the Commission Payment as well as any other payments or benefits as agreed between you and the Candidate Service Company through our App. The Candidate Service Company will then pay the Commission Payment to us as a separate matter. Should you fail to pay the Commission Payment as due to the Candidate Service Company, you hereby indemnify and keep indemnified us against any costs, penalties, damages, fines or other losses (including, without limitation, reasonable legal costs or loss of interest) suffered by us in connection with any such failure by you as above. To help facilitate payment between you and the Candidate Service Company, we may provide a direct debit Feature on our App from time to time. To confirm, we would not receive any such payments, we would simply provide the payment facility between you and the Candidate Service Company on our App. We may provide additional and separate terms and conditions (whether of any third party provider of the payment facility or otherwise) on our App relating to such Feature.

We reserve the right to increase our fees at our discretion at any time subject to the completion of any ongoing subscriptions or engagements of Candidates by you for Supply Vacancies at the current rates. The new rates will apply after such completion under these Terms if we continue to provide Services to you.

7. Licence to use the App and Intellectual Property

Our Intellectual Property:

“TeacherHQ” (word) and all other names, logos, icons and marks identifying us, the App and its services are our trade marks. We own (or have a licence to use) all Intellectual Property subsisting in the App. By using the App under licence you do not acquire any Intellectual Property in our App and all right, title and interest to all such intellectual property remains with us or our licensor(s)(as the case may be).

We both acknowledge and agree that in the event of any third party claim that the Mobile App or your possession and use of the Mobile App infringes that third party’s Intellectual Property we, not the Platform owner, are solely responsible for the investigation, defence, settlement and discharge of any such claim.

Licence: Provided that you have a valid account with us in respect of your access to and use of the App and/or in respect of the Platform from which you downloaded the Mobile App and in consideration of your agreement to be bound by these Terms, we grant you a single non-exclusive, non-transferable, revocable licence to use the App for your personal and/or internal business use on the devices which relate to the Platform under your account, and as permitted by any applicable usage rules set forth by the Platform. You may not distribute, rent lease, lend, sell, transfer or sublicense the App, nor copy (except as expressly permitted by any applicable Platform usage rules), decompile, reverse-engineer, dissembled, attempt to derive the source code of, modify or create derivative works of the App except to the extent as may be permitted by the licensing terms of any open sourced components included in the App and to the extent that the foregoing restrictions is not prohibited by applicable law.

You hereby grant us a single non-exclusive, non-transferable, revocable licence to use your trade marks, logos and other intellectual property as is appropriate for the proper performance of the Services and in respect of the matters set out in clause 8c below.

8. Confidentiality

You agree and will procure that Your Representative agrees and we agree that during and after the termination of these Terms, each will not, without appropriate consent, use or disclose to any other person any information of the other which is identified as confidential or which is confidential by nature, save as is set out below in this clause 8.

You hereby give and you procure that Your Representative gives consent to us to share with Candidates any information provided by you and/or Your Representative under these Terms or when using the Services when you create and maintain a profile and/or post any Vacancy.

Further, you hereby provide consent to us to disclose, publicise, market or otherwise make use of for valid business, administration and investment reasons:

the fact that you use our services and details of any successful Vacancies which you fill through using the Services (Candidates will be required to provide a similar consent to the disclosure of such information);

relevant information about your relationship with us and we hereby grant to you consent to use such information for your own valid business purposes; and

advertising outside of our App (including, without limitation, on social media and other suitable online platforms) the fact that you are seeking to fill a Vacancy.

9. Data Protection

You shall procure the consent of Your Representative and other employees or other staff for us to holding and processing data relating to such individuals for legal, personnel, administrative and management purposes and for the purposes of providing the Services and in particular to the processing of any "sensitive personal data" (as defined in the Data Protection Act 1998) relating to them, to the extent that is relevant.

You shall procure the consent of Your Representative and other employees or other staff for us to make such information available to any companies in our group from time to time and to those who provide products or services to us such as partners, advisers, regulatory authorities, governmental or quasi-governmental organisations and potential purchasers or partners of our business or any part of it and to the disclosure of such information to any Candidates pursuant to the provision of the Services.

You shall procure the consent of Your Representative and other employees or other staff to the transfer of such information to our business contacts outside the European Economic Area in order to further our business interests.

You agree and shall each ensure that your employees and other staff, comply with your and their relevant obligations under the Data Protection Act 1998 and associated codes of practice when processing personal data relating to any of our employees, workers, customers, clients, suppliers or agents or of any Candidate. We agree to satisfy our obligations in respect of Your Representative and other relevant employees or other staff.

10. Status

We are an employment agency whilst the Services remain relevant to the Regulations but we are not an employment business. Nothing in the Terms shall render us as an employment business. We do not contract with you or the Candidates or any Candidate Service Company directly in respect of the work that you require Candidates to perform. We merely provide the Services and it is between you and the Candidates and any Candidate Service Company at your respective risk to contract with each other about any such work. Further, nothing in this agreement shall render your or our employees or other staff as an employee, worker, agent or partner of the other and they shall not be held out as such.

11. Liability

In addition to any other relevant provisions on the issue of liability in the Terms:

To the maximum extent permitted by law, we accept no liability for any of the following:

any business losses, such as loss of profits, income, revenue, anticipated savings, business, contracts, goodwill or commercial opportunities;

loss or corruption of any data, database or software; or

any special, indirect or consequential loss or damage.

Should you fail to satisfy any of your contractual or legal obligations to us, Candidates, any Candidate Service Company, your own clients or pupils or any other relevant person or organisation as set out, mentioned or alluded to in the Terms, and in particular (although without limitation) your obligations under clauses 5, 6, 7, 8, 9 and 12 of these Terms of Service, we accept no responsibility or liability for any such breaches by you or any relevant breaches by us as a result (including, without limitation, relating to the Regulations, data protection, background checks or advertising for Permanent Vacancies or in respect of the AWR, as may be applicable) and you hereby indemnify and keep indemnified us against any costs, penalties, damages, fines or other losses (including, without limitation, reasonable legal costs or loss of interest) suffered by us in connection with any such failure by you as above.

In the unlikely event it may be applicable, we may, without limiting our other rights or remedies, set off any amount you owe to us against any amount that is payable by us to you.

12. Non-Solicitation

You agree and we agree that each of us will not, whether directly or indirectly, during the period that you are a registered user or for six months thereafter solicit or entice away or attempt to entice away or authorise such action by any other person, any key executive of the other party who has been involved in the provision of the Services.

13. Termination

Subject to clause 6 above, either of us can terminate your registration of our Web App and the Mobile App for any reason and without notice with no liability for repayment of monies paid, subject to the completion of any ongoing Engagement and any monies due to us relating to Commission Payments and Success Fees being paid in full. We may also for any reason and without notice:

remove any content you publish on the App;

verify your information by requesting certain documents and refuse your requests to use the App if we believe there is reason to do so;

take any steps to terminate or suspend your use of the App if we believe you have failed to comply with any of the provisions of these Terms; and

if we decide to terminate, suspend or refuse to allow your use of the App, share or publish your name and email address and notify third parties (including the Platform owner).

Thereafter, any continued use of our Web App and/or the Mobile App as an unregistered user will continue to be subject to terms set out in the Relevant Documents. For the avoidance of doubt, any terms stated to survive the termination of these Terms of Service and/or any indemnities given in the Terms will continue in full force and effect post termination of these Terms of Service.

14. General

Subject to clause 9, we reserve the right to amend, replace or add to the Terms at our sole discretion as we see fit and to satisfy any relevant legal obligations.

Each of you and TeacherHQ acknowledge that in entering into the Terms it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Terms.

We may defer the date for performance of the Services, or terminate these Terms of Service, if we are prevented from, or delayed in, carrying on our business by acts, events, omissions or accidents beyond our reasonable control, including strikes, lockouts or other industrial disputes, failure of a utility service or transport network, act of god, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of machinery, fire, flood, storm or default of suppliers or subcontractors.

Any failure by us to enforce at any particular time any one or more of these Terms shall not be deemed a waiver of such rights or of the right to enforce these Terms subsequently nor shall it prejudice our right to take action in respect of the same or any later breach.

No provision of these Terms shall be enforceable by any person who is not a party to it pursuant to the Contract (Rights of Third Parties) Act 1999 with the exception of Apple and Apple’s subsidiaries in relation to your use of the Mobile App on Apple iOS.

If any of the provisions of the Terms shall be determined by any competent authority to be unenforceable to any extent, such provision shall, to that extent, be severed from the remaining provisions, which shall continue to be valid to the fullest extent permitted by applicable laws.

These Terms shall be construed in accordance with English law and the parties submit to the exclusive jurisdiction of the English courts. Your use of the App may also be subject to other local, state, national or international laws.

Where these Terms are also provided in a language other than English, whilst the translation is believed to be accurate, no warranty to that effect is given, and the English language version will prevail.

Complaints and Disputes: Please contact us immediately using its contact details below if you: (a) have any questions, complaints, claims or concerns about content which appears in the App or in relation to us generally; or (b) believe that any act or omission by us or one of our other users of the App is in breach of applicable law. We will then consider your concerns and decide whether to take action and whether or not any other user has in our opinion, breached any of these Terms. We will endeavour to inform you of the outcome of any review within a reasonable time of receiving your complaint. We both acknowledge that we, not the Platform owner will be solely responsible, are responsible for addressing your or any third party’s claim relating to the App or your possession and/or use of the App including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.

Our contact details: TeachX Limited is a private limited company incorporated in England with company number 10103398 with its registered office at Devonshire House, 60 Goswell Road, London, EC1M 7AD. You can contact us by email at hello@teacherhq.co.uk